Further details on the Terms of Reference of the Committees can be accessed here.
The Board meets physically eight times a year and conducts meetings remotely at other times as required. The Board receives a full reporting pack once a quarter which details Group and entity-trading performance and contains individual reports from each of the Executive Directors and the entity Managing Directors. It is the Board’s responsibility to formulate, review and approve the Group’s strategy, budgets and major items of expenditure.
Upon formation at IPO, the Board resolved to establish a strong governance culture using the Quoted Companies Alliance (QCA) code as the basis for its governance framework.
In line with the London Stock Exchange’s recent changes to the AIM rules, requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code, the Board has adopted the updated QCA corporate governance code for Midwich. The statement of QCA code compliance is available here.
The Board has established three committees, the Audit, Nominations and Remuneration Committees, each having written terms of reference.
Attendance at Board and committee meetings
Board meetings are scheduled in advance for each calendar year. The scheduled Board meetings and attendance during the twelve months ended 31 December 2017 were as follows:
|Andrew Herbert (Chairman)||8||3||2||1|
*Anthony Bailey stepped down as Group FD and from the Board on 30 June 2018. Stephen Lamb was appointed Group FD on 31 July 2018.
The Audit Committee consists of the two Non-executive Directors and is scheduled to meet at least three times a year. Andrew Herbert is the Chairman of the Audit Committee having a relevant background. The current terms of reference of the Audit Committee were published in May 2016.
The main roles of the Audit Committee are:
- To monitor the integrity of the financial statements of the Company, including its annual and half-yearly reports and trading updates;
- To review and challenge where necessary the consistency of, and any changes to, accounting policies both on a year-on-year basis and across the Company/Group;
- To keep under review the effectiveness of the Company’s internal controls and risk management systems; and
- To consider and make recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company’s external auditor
The Nominations Committee consists of the two Non-executive Directors and the Managing Director and is scheduled to meet at least once a year. Andrew Herbert is the Chairman of the Nominations Committee. The current terms of reference of the Nominations Committee were published in May 2016.
The main roles of the Nominations Committee are:
- To lead the process for Board appointments and make recommendations to the Board;
- Evaluate the structure, size and composition (including the balance of skills, knowledge and experience);
- Keep under review the leadership needs of the organisation, both Executive and Non-executive; and
- Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.
The Remuneration Committee consists of the two Non-executive Directors and is scheduled to meet at least twice a year. Mike Ashley is the Chairman. The current terms of reference of the Remuneration Committee were published in May 2016.
The main roles of the Remuneration Committee are:
- To determine the framework and broad policy for setting remuneration for the Chief Executive and all Executive Directors;
- To recommend and monitor the level and structure of remuneration for senior management;
- To review the establishment of all share incentive plans for approval by the Board and shareholders and determine each year whether awards will be made, and if so, the overall amount of such awards and the individual awards per person to Executive Directors and other senior management; and
- To produce an Annual Report on the Company’s remuneration policy.
The Board has approved a tax strategy for the Group which sets out its approach to conducting its tax affairs and dealing with tax risk. The tax strategy is also applicable to Midwich Limited. A copy of this can be found here.